Sabre Corp Sample Contracts

Sabre Corporation Common Stock, Par Value $0.01 per Share Underwriting Agreement
Underwriting Agreement • February 2nd, 2015 • Sabre Corp • Services-computer programming, data processing, etc. • New York

Certain stockholders of Sabre Corporation, a Delaware corporation (the “Company”), named in Schedule II hereto (the “Selling Stockholders”), propose, subject to the terms and conditions stated herein, to sell to the Underwriters named in Schedule I hereto (the “Underwriters”) for whom Goldman, Sachs & Co. and Merrill, Lynch, Pierce, Fenner & Smith Incorporated are acting as representatives (in such capacity, the “Representatives”) an aggregate of [ ] shares of common stock, par value $0.01 per share (“Stock”) of the Company and, at the election of the Underwriters, up to [ ] additional shares of Stock. The aggregate of [ ] shares of Stock to be sold by the Selling Stockholders is herein called the “Firm Shares” and the aggregate of [ ] additional shares of Stock to be sold by the Selling Stockholders at the election of the Underwriters is herein called the “Optional Shares”). The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof be

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Sabre Corporation Common Stock, Par Value $0.01 per Share Underwriting Agreement
Underwriting Agreement • August 24th, 2020 • Sabre Corp • Services-computer programming, data processing, etc. • New York

Sabre Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein (this “Agreement”), to issue and sell to Morgan Stanley & Co. LLC and BofA Securities, Inc. (the “Representatives”) and the underwriters named in Schedule I hereto (the “Underwriters”), an aggregate of 35,714,286 shares (the “Firm Shares”) of the Company’s common stock, par value $0.01 (the “Common Stock”), and, at the election of the Underwriters, up to an additional 5,357,143 shares of the Company’s Common Stock (the “Optional Shares” and together with the Firm Shares, the “Shares”).

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LOAN AGREEMENT Dated as of March 29, 2007 Between SABRE HEADQUARTERS, LLC, as Borrower and JPMORGAN CHASE BANK, N.A., as Lender
Loan Agreement • January 21st, 2014 • Sabre Corp

THIS LOAN AGREEMENT, dated as of March 29, 2007 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between JPMORGAN CHASE BANK, N.A., a banking association chartered under the laws of the United States of America, having its principal place of business at 270 Park Avenue, New York, New York 10017 (“Lender”) and SABRE HEADQUARTERS, LLC, a Delaware limited liability company, having its principal place of business at 3150 Sabre Drive, Southlake, Texas 76092 (“Borrower”).

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RECEIVABLES FINANCING AGREEMENT Dated as of February 14, 2023 by and among SABRE SECURITIZATION, LLC, as Borrower, THE PERSONS FROM TIME TO TIME PARTY HERETO, as Lenders, PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent, SABRE GLOBAL...
Receivables Financing Agreement • February 17th, 2023 • Sabre Corp • Services-computer programming, data processing, etc. • New York

This RECEIVABLES FINANCING AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of February 14, 2023, by and among the following parties:

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SABRE GLBL INC. AND EACH OF THE GUARANTORS PARTY HERETO 7.375% SENIOR SECURED NOTES DUE 2025 INDENTURE Dated as of August 27, 2020 WELLS FARGO BANK, NATIONAL ASSOCIATION as Trustee and Collateral Agent
Indenture • August 27th, 2020 • Sabre Corp • Services-computer programming, data processing, etc. • New York

INDENTURE dated as of August 27, 2020 among Sabre GLBL Inc., a Delaware corporation, the Guarantors (as defined herein) and Wells Fargo Bank, National Association, a national banking association, as trustee and collateral agent.

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THIRD INCREMENTAL TERM FACILITY AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of February 22, 2017 (this “Incremental Term Facility Amendment”), among Sabre GLBL Inc., a Delaware corporation (the “Borrower”), Sabre Holdings Corporation,...
Credit Agreement • February 24th, 2017 • Sabre Corp • Services-computer programming, data processing, etc. • New York

This AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is effective as of February 19, 2013, among SABRE GLBL INC. (formerly, SABRE INC.), a Delaware corporation (the “Borrower”), SABRE HOLDINGS CORPORATION, a Delaware corporation (“Holdings”), BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, DEUTSCHE BANK AG NEW YORK BRANCH, as an L/C Issuer, and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).

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Sabre Corporation Common Stock, Par Value $0.01 per Share Underwriting Agreement
Underwriting Agreement • November 29th, 2018 • Sabre Corp • Services-computer programming, data processing, etc. • New York

Certain stockholders of Sabre Corporation, a Delaware corporation (the “Company”), named in Schedule II hereto (the “Selling Stockholders”), propose, subject to the terms and conditions stated herein, to sell to the Underwriter named in Schedule I hereto (the “Underwriter”) the respective number of shares of common stock, par value $0.01 per share (“Stock”) of the Company set forth on Schedules I and II hereto. The aforementioned 23,304,636 shares of Stock to be sold by the Selling Stockholders is herein called the “Shares.”

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Sabre Corporation Common Stock ($0.01 par value) ATM EQUITY OFFERINGSM SALES AGREEMENT
Equity Offeringsm Sales Agreement • August 19th, 2021 • Sabre Corp • Services-computer programming, data processing, etc. • New York
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SABRE CORPORATION 2023 OMNIBUS INCENTIVE COMPENSATION PLAN FORM OF EXECUTIVE RESTRICTED STOCK UNIT GRANT AGREEMENT
Restricted Stock Unit Grant Agreement • August 3rd, 2023 • Sabre Corp • Services-computer programming, data processing, etc. • Delaware

THIS AGREEMENT, including any special terms and conditions in the appendix attached hereto (the “Agreement”), is made as of this ###GRANT_DATE### between Sabre Corporation (the “Company”) and ###PARTICIPANT_NAME### (the “Participant”).

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SABRE GLBL INC. AND EACH OF THE GUARANTORS PARTY HERETO 5.250% SENIOR SECURED NOTES DUE 2023 INDENTURE Dated as of November 9, 2015 WELLS FARGO BANK, NATIONAL ASSOCIATION as Trustee and Collateral Agent
Supplemental Indenture • November 9th, 2015 • Sabre Corp • Services-computer programming, data processing, etc. • New York

INDENTURE dated as of November 9, 2015 among Sabre GLBL Inc., a Delaware corporation, the Guarantors (as defined herein) and Wells Fargo Bank, National Association, a national banking association, as trustee and collateral agent.

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SABRE GLBL INC. AND EACH OF THE GUARANTORS PARTY HERETO 8.625% SENIOR SECURED NOTES DUE 2027 INDENTURE Dated as of September 7, 2023 COMPUTERSHARE TRUST COMPANY, N.A. as Trustee and Collateral Agent
Intercreditor Agreement • September 7th, 2023 • Sabre Corp • Services-computer programming, data processing, etc. • New York

INDENTURE dated as of September 7, 2023 among Sabre GLBL Inc., a Delaware corporation (the “Company”), the Guarantors (as defined herein) and Computershare Trust Company, N.A., as trustee (in such capacity, the “Trustee”) and collateral agent.

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Sabre Corporation Common Stock, Par Value $0.01 per Share Underwriting Agreement
Underwriting Agreement • August 10th, 2018 • Sabre Corp • Services-computer programming, data processing, etc. • New York

Certain stockholders of Sabre Corporation, a Delaware corporation (the “Company”), named in Schedule II hereto (the “Selling Stockholders”), propose, subject to the terms and conditions stated herein, to sell to the Underwriter named in Schedule I hereto (the “Underwriter”) the respective number of shares of common stock, par value $0.01 per share (“Stock”) of the Company set forth on Schedules I and II hereto. The aforementioned 15,000,000 shares of Stock to be sold by the Selling Stockholders is herein called the “Shares.”

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March 5, 2013
Sabre Corp • January 21st, 2014 • Texas

This agreement (“Agreement”) will confirm our mutual understanding with respect to your employment by Sabre Inc. (“Sabre”), effective as of March 11, 2013 (the “Effective Time”).

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July 25, 2017
General Release • October 31st, 2017 • Sabre Corp • Services-computer programming, data processing, etc. • Texas

This agreement (“Agreement”) will confirm our mutual understanding with respect to your continued employment by Sabre Corporation (the “Company”) following your promotion to the role described below, effective as of August 7, 2017 (the “Effective Time”).

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SABRE CORPORATION 2021 OMNIBUS INCENTIVE COMPENSATION PLAN FORM OF EXECUTIVE RESTRICTED STOCK UNIT GRANT AGREEMENT
Grant Agreement • August 2nd, 2022 • Sabre Corp • Services-computer programming, data processing, etc. • Delaware

THIS AGREEMENT, including any special terms and conditions in the appendix attached hereto (the “Agreement”), is made as of this ###GRANT_DATE### between Sabre Corporation (the “Company”) and ###PARTICIPANT_NAME### (the “Participant”).

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BY AND AMONG
Stockholders’ Agreement • March 3rd, 2015 • Sabre Corp • Services-computer programming, data processing, etc. • Delaware

THIS SECOND AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, the “Agreement”), dated as of February 6, 2015, is made by and among TPG, Silver Lake and Sovereign Co-Invest (each as defined below and collectively, the “Principal Stockholders”) and such other Persons (as defined below) who may become party to this agreement from time to time in accordance with the provisions herein (collectively, with TPG, Silver Lake and Sovereign Co-Invest, the “Stockholders”), and Sabre Corporation (f/k/a Sovereign Holdings, Inc.), a Delaware corporation (the “Company”). This Agreement amends and restates in its entirety the Amended and Restated Stockholders’ Agreement by and among TPG, Silver Lake, Sovereign Co-Invest and Sabre Corporation dated as of April 23, 2014 (the “Existing Stockholders’ Agreement”), which amended and restated in its entirety the Stockholders’ Agreement by and among TPG, Silver Lake, Sovereign Co-Invest an

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SABRE CORPORATION 2022 DIRECTOR EQUITY COMPENSATION PLAN FORM OF NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT GRANT AGREEMENT (ANNUAL GRANT)
Grant Agreement • August 3rd, 2023 • Sabre Corp • Services-computer programming, data processing, etc. • Delaware

THIS AGREEMENT, including any special terms and conditions in the appendix attached hereto (the “Agreement”), is made as of this ###GRANT_DATE### between Sabre Corporation (the “Company”) and ###PARTICIPANT_NAME### (the “Participant”).

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SABRE CORPORATION 2023 OMNIBUS INCENTIVE COMPENSATION PLAN FORM OF EXECUTIVE RESTRICTED STOCK UNIT GRANT AGREEMENT
Restricted Stock Unit Grant Agreement • August 3rd, 2023 • Sabre Corp • Services-computer programming, data processing, etc. • Delaware

THIS AGREEMENT, including any special terms and conditions in the appendix attached hereto (the “Agreement”), is made as of this ###GRANT_DATE### between Sabre Corporation (the “Company”) and ###PARTICIPANT_NAME### (the “Participant”).

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SABRE CORPORATION 2016 OMNIBUS INCENTIVE COMPENSATION PLAN GLOBAL FORM OF STOCK OPTION GRANT AGREEMENT (Non-Qualified Stock Options)
Stock Option Grant Agreement • July 31st, 2018 • Sabre Corp • Services-computer programming, data processing, etc. • Delaware

WHEREAS, the Company has adopted the Sabre Corporation 2016 Omnibus Incentive Compensation Plan (the “Plan”) to promote the interests of the Company and its stockholders by providing the employees and non-employee directors of the Company, who are largely responsible for the management, growth, and protection of the business of the Company, with incentives and rewards to encourage them to continue in the service of the Company;

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Sabre Corporation Underwriting Agreement
Sabre Corp • August 24th, 2020 • Services-computer programming, data processing, etc. • New York

Sabre Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein (this “Agreement”), to issue and sell to Morgan Stanley & Co. LLC and BofA Securities, Inc. (the “Representatives”) and the underwriters named in Schedule I hereto (the “Underwriters”), an aggregate of 3,000,000 shares of the Company’s 6.500% Series A Mandatory Convertible Preferred Stock, liquidation preference $100.00 per share (the “Mandatory Convertible Preferred Stock”) (the “Initial Securities”) and, at the option of the Underwriters, up to an additional 450,000 shares of Mandatory Convertible Preferred Stock (the “Optional Securities” and together with the Initial Securities, the “Securities”) solely to cover over-allotments. The Mandatory Convertible Preferred Stock will be convertible into a variable number of shares of the Company’s common stock, $0.01 par value per share (the “Common Stock”). Such Common Stock of the Company into which the Securities are con

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AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT BY AND AMONG SABRE CORPORATION, TPG PARTNERS IV, L.P., TPG PARTNERS V, L.P., TPG FOF V-A, L.P., TPG FOF V-B, L.P., SILVER LAKE PARTNERS II, L.P., SILVER LAKE TECHNOLOGY INVESTORS II, L.P. AND...
Registration Rights Agreement • April 23rd, 2014 • Sabre Corp • Services-computer programming, data processing, etc. • New York

THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (the “Agreement”), dated as of April 23, 2014, by and among Sabre Corporation, a Delaware corporation (“Sabre”), (together with its successors, the “Company”), TPG Partners IV, L.P. (“TPG IV”), TPG Partners V, L.P. (“TPG V”), TPG FOF V-A, L.P. (“TPG FOF A”), TPG FOF V-B, L.P. (“TPG FOF B” and together with TPG V, TPG IV and TPG FOF A, “TPG”), Silver Lake Partners II, L.P. (“Silver Lake II”), Silver Lake Technology Investors II, L.P. (“Silver Lake Tech” and together with Silver Lake II, “Silver Lake”), Sovereign Co-Invest, LLC (“Sovereign Co-Invest”) and such other Persons, if any, from time to time that become party hereto as holders of Registrable Securities (as defined below) pursuant to Section 3.06. This Agreement amends and restates in its entirety the Registration Rights Agreement by and among TPG, Silver Lake, Sovereign Co-Invest and Sabre (f/k/a Sovereign Holdings, Inc.), dated as of March 30, 2007 (the “Existing Registrat

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PLEDGE AND SECURITY AGREEMENT dated as of September 7, 2023 among SABRE GLBL INC., as the Company SABRE HOLDINGS CORPORATION, as Holdings THE SUBSIDIARY GUARANTORS AS IDENTIFIED IN THE INDENTURE and COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION,...
Pledge and Security Agreement • September 7th, 2023 • Sabre Corp • Services-computer programming, data processing, etc. • New York

PLEDGE AND SECURITY AGREEMENT (this “Agreement”) dated as of September 7, 2023, among SABRE HOLDINGS CORPORATION, a Delaware corporation (“Holdings”), SABRE GLBL INC., a Delaware corporation (the “Company”), the Subsidiary Guarantors party hereto and COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, as Collateral Agent for the Secured Parties (as defined below).

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INDEMNIFICATION AGREEMENT
Indemnification Agreement • February 16th, 2018 • Sabre Corp • Services-computer programming, data processing, etc. • Delaware

This Indemnification Agreement (the “Agreement”), dated as of ___________, is made by and between Sabre Corporation, a Delaware corporation (the “Company”), and _______________ (the “Indemnitee”).

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INCOME TAX RECEIVABLE AGREEMENT dated as of April 23, 2014 between Sabre Corporation and Sovereign Manager Co-Invest, LLC
Income Tax Receivable Agreement • April 23rd, 2014 • Sabre Corp • Services-computer programming, data processing, etc. • New York

This INCOME TAX RECEIVABLE AGREEMENT (as amended from time to time, this “Agreement”), dated as of April 23, 2014, is hereby entered into by and between Sabre Corporation (formerly known as Sovereign Holdings, Inc.), a Delaware corporation (the “Corporation”) and Sovereign Manager Co-Invest, LLC, a limited liability company, in its capacity as representative of the Existing Stockholders (the “Existing Stockholders Representative”).

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SABRE CORPORATION 2016 OMNIBUS INCENTIVE COMPENSATION PLAN FORM OF NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT GRANT AGREEMENT (ANNUAL GRANT)
Grant Agreement • May 1st, 2019 • Sabre Corp • Services-computer programming, data processing, etc. • Delaware

THIS AGREEMENT (the “Agreement”) is made as of this 15th day of March 2019 between Sabre Corporation (the “Company”) and _______________ (the “Participant”).

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SABRE CORPORATION RESTRICTED STOCK UNIT GRANT AGREEMENT
Restricted Stock Unit Grant Agreement • March 26th, 2014 • Sabre Corp • Services-computer programming, data processing, etc. • Delaware

WHEREAS, the Company has adopted the Sabre Corporation 2014 Omnibus Incentive Compensation Plan (the “Plan”) to promote the interests of the Company and its stockholders by providing the employees and non-employee directors of the Company with incentives and rewards to encourage them to continue in the service of the Company;

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SABRE CORPORATION 2016 OMNIBUS INCENTIVE COMPENSATION PLAN GLOBAL FORM OF STOCK OPTION GRANT AGREEMENT (Non-Qualified Stock Options)
Sabre Corp • August 2nd, 2016 • Services-computer programming, data processing, etc. • Delaware

THIS AGREEMENT, including any special terms and conditions in the appendix attached hereto (the “Agreement”), made as of this ____________ between Sabre Corporation (the “Company”) and __________ (the “Participant”).

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August 29, 2015
Bonus Agreement • October 29th, 2015 • Sabre Corp • Services-computer programming, data processing, etc. • Texas

This agreement (“Agreement”) will confirm our mutual understanding with respect to your proposed employment by Sabre Corporation effective as of October 5, 2015. (“the Effective Time”).

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SABRE CORPORATION 2019 OMNIBUS INCENTIVE COMPENSATION PLAN FORM OF EXECUTIVE OFFICER STOCK OPTION GRANT AGREEMENT(Non-Qualified Stock Options)
Option Grant Agreement • May 8th, 2020 • Sabre Corp • Services-computer programming, data processing, etc. • Delaware

THIS AGREEMENT is made as of this ###GRANT DATE### between Sabre Corporation (the “Company”) and ###PARTICIPANT NAME### (the “Participant”).

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STOCK OPTION GRANT AGREEMENT (Non-Qualified Stock Options)
Stock Option Grant Agreement • January 21st, 2014 • Sabre Corp • Delaware

WHEREAS, the Company has adopted and maintains the Sovereign Holdings, Inc. 2012 Management Equity Incentive Plan (the “Plan”) to promote the interests of the Company and its Affiliates and stockholders by providing the Company’s key employees and others with an appropriate incentive to encourage them to continue in the employ of and provide services for the Company or its Affiliates and to improve the growth and profitability of the Company;

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SABRE GLBL INC. Purchase Agreement
Purchase Agreement • November 9th, 2015 • Sabre Corp • Services-computer programming, data processing, etc. • New York

The obligations of the Company and the Guarantors under the Securities and the Guarantees will be secured by liens on substantially all of their assets other than certain excluded assets described in the Pricing Disclosure Package (the “Collateral”), pursuant to (i) a pledge and security agreement, dated as of the Time of Delivery (as defined below) (the “Security Agreement”), by and among the Company, the Guarantors and the Collateral Agent, (ii) a patent security agreement, a trademark security agreement and a copyright security agreement each dated as of the Time of Delivery (the “IP Security Agreements”), each of which will be entered into among the Company, certain of the Guarantors and the Collateral Agent, (iii) certain other documents relating to the Collateral and (iv) an intercreditor agreement, dated as of May 9, 2012 (as supplemented by (a) the Additional Senior Class Debt Joinder Agreement No. 1, dated April 14, 2015, by the Additional First-Lien Collateral Agent, the Auth

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SABRE CORPORATION 2016 OMNIBUS INCENTIVE COMPENSATION PLAN FORM OF EXECUTIVE OFFICER STOCK OPTION GRANT AGREEMENT (Non-Qualified Stock Options)
Option Grant Agreement • May 2nd, 2017 • Sabre Corp • Services-computer programming, data processing, etc. • Delaware

WHEREAS, the Company has adopted the Sabre Corporation 2016 Omnibus Incentive Compensation Plan (the “Plan”) to promote the interests of the Company and its stockholders by providing the employees and non-employee directors of the Company, who are largely responsible for the management, growth, and protection of the business of the Company, with incentives and rewards to encourage them to continue in the service of the Company;

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SALE AND CONTRIBUTION AGREEMENT Dated as of March 30, 2023 among EACH OF THE PERSONS FROM TIME TO TIME PARTY HERETO, as Originators, SABRE GLBL INC. as an Originator and as Servicer, and SABRE SECURITIZATION, LLC, as Buyer
Sale and Contribution Agreement • March 31st, 2023 • Sabre Corp • Services-computer programming, data processing, etc. • New York

This SALE AND CONTRIBUTION AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of March 30, 2023 is entered into among the GETTHERE L.P., a Delaware limited partnership, PRISM GROUP, INC., a Maryland corporation, RADIXX SOLUTIONS INTERNATIONAL, INC., a Delaware corporation (collectively, the “Originators” and each, an “Originator”), SABRE GLBL INC., a Delaware corporation (“Sabre”), as an Originator and as Servicer (the “Servicer”), and SABRE SECURITIZATION, LLC, a Delaware limited liability company (the “Buyer”).

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PLEDGE AND SECURITY AGREEMENT dated as of May 9, 2012 among SABRE INC., as the Company SABRE HOLDINGS CORPORATION, as Holdings THE SUBSIDIARY GUARANTORS AS IDENTIFIED IN THE INDENTURE and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Collateral Agent
Pledge and Security Agreement • January 21st, 2014 • Sabre Corp • New York

PLEDGE AND SECURITY AGREEMENT (this “Agreement”) dated as of May 9, 2012, among SABRE HOLDINGS CORPORATION, a Delaware corporation (“Holdings”), SABRE INC., a Delaware corporation (the “Company”), the Subsidiary Guarantors party hereto and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Collateral Agent for the Secured Parties (as defined below).

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Contract
Credit Agreement • August 23rd, 2017 • Sabre Corp • Services-computer programming, data processing, etc. • New York

TERM A LOAN REFINANCING AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of August 23, 2017 (this “Term A Loan Refinancing Amendment”), among Sabre GLBL Inc., a Delaware corporation (the “Borrower”), Sabre Holdings Corporation, a Delaware corporation (“Holdings”), each of the other Loan Parties, Bank of America, N.A., as administrative agent (the “Administrative Agent”), and the Lenders party hereto (each a “2017 Other Term A Lender” and, collectively “2017 Other Term A Lenders”). The joint lead arrangers and joint lead bookrunners for the Term A Loan Refinancing Amendment are Merrill Lynch, Pierce, Fenner & Smith Incorporated (together with its designated affiliates), Goldman Sachs Lending Partners LLC, JP Morgan Chase Bank, N.A., Mizuho Bank, Ltd., Morgan Stanley MUFG Loan Partners, LLC, acting through The Bank of Tokyo-Mitsubishi UFJ, Ltd., a member of MUFG, a global financial group and Morgan Stanley Senior Funding, Inc., PNC Bank, National Association and Wells Fargo S

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